-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KlYf3bez8PpeAKKYVN/knF87P8GXkiOuP8ZVKN78X9XlsL/lWBC5z8BDvAyrX5no u2a8IKKKH7w/vL8sPc5ieg== 0000912057-96-003806.txt : 19960305 0000912057-96-003806.hdr.sgml : 19960305 ACCESSION NUMBER: 0000912057-96-003806 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960216 ITEM INFORMATION: Other events FILED AS OF DATE: 19960304 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAGATE TECHNOLOGY INC CENTRAL INDEX KEY: 0000354952 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 942612933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11403 FILM NUMBER: 96530880 BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 4084386550 8-K 1 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 1996 Seagate Technology, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-10630 94-2612933 -------- ------- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 920 Disc Drive, Scotts Valley, California 95066 ----------------------------------------- ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 438-6550 ITEM 5. OTHER EVENTS On February 16, 1996, Arcada Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Conner Peripherals, Inc. ("Conner"), a wholly-owned subsidiary of Seagate Technology, Inc. ("Seagate"), merged (the "Merger") with and into Arcada Holdings, Inc. ("Arcada") and Arcada became a wholly-owned subsidiary of Conner. The Merger was approved that morning at a special meeting of Arcada's stockholders. The Merger occurred pursuant to the terms of an Agreement and Plan of Reorganization dated as of December 21, 1995, entered into by and between Seagate, Arcada and Kevin H. Azzouz, (the "Reorganization Agreement") and a related Agreement of Merger between Merger Sub and Arcada (the "Merger Agreement"). As a result of the Merger, each outstanding share of Arcada Common Stock was converted into the right to receive 0.1545 of a share of Seagate Common Stock. Arcada stockholders who otherwise would be entitled to fractional shares of Seagate Common Stock will receive cash in lieu thereof. In addition, as a result of the Merger, each outstanding option to purchase Arcada Common Stock (an "Arcada Option") was assumed by Seagate and converted into an option to acquire such number of shares of Seagate Common Stock as the holder would have been entitled to receive had such holder exercised such Arcada Option in full immediately prior to the effective time of the Merger, at an exercise price per share equal to the exercise price per share of Arcada Common Stock under such Arcada Option immediately prior to the effective time of the Merger divided by 0.1545. Agreement on the exchange ratio was achieved as a result of direct negotiations between representatives of Seagate and representatives of Arcada and was subsequently approved by each company's Board of Directors. An aggregate of approximately 1,260,007 shares of Seagate Common Stock will be issued in connection with the Merger. Approximately 924,193 additional shares of Seagate Common Stock are reserved for issuance to holders of Arcada Options in connection with Seagate's assumption of such Arcada Options. The Merger is more fully described in Seagate's Registration Statement on Form S-4 (File No. 333-00035) (the "Registration Statement"). The Reorganization Agreement and Merger Agreement were included as Appendix A and Appendix B, respectively, to the prospectus (the "Prospectus") contained in the Registration Statement. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. SEAGATE TECHNOLOGY, INC. Dated: March 4, 1996 By: /s/ Donald L. Waite ------------------------------------ Name: Donald L. Waite Executive Vice President, Chief Administrative Officer, Chief Financial Officer and Secretary -3- -----END PRIVACY-ENHANCED MESSAGE-----